Beasley Media has agreed to sell four stations in the Charlotte NC market to Entercom for $24 million.
Entercom will acquire Greater Media’s News/Talk 1110 WBT Charlotte/99.3 WBT-FM Chester SC and Hot AC “107.9 The Link” WLNK Charlotte as well as Beasley’s Sports “610 The Fan” WFNZ/102.5 W273DA Charlotte. The Greater Media stations were to be placed in a divestiture trust when Beasley closed on its acquisition of the company. Instead Entercom will begin operating WBT/WBT-FM and WLNK via Time Brokerage Agreement when Beasley closes on its acquisition of Greater Media, which Entercom anticipates taking place on November 1. It will also begin operating WFNZ on January 1, 2017 via TBA if this deal has not closed by then.
With the divestiture of WFNZ from its current Charlotte cluster, Beasley will retain CHR “Kiss 95.1” WNKS, Urban “Power 98” 97.9 WPEG, Urban AC “V101.9” WBAV, Country 103.7 WSOC, AC “K104.7” WKQC, Sports and Conservative Talk “America’s Pulse 1660” WBCN.
Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (“the Company” or “Beasley”), a large- and mid-size market radio broadcaster, announced today that it entered into a definitive agreement to sell two FM and two AM radio stations in Charlotte to Entercom Communications Corp. (NYSE: ETM) (“Entercom”) for $24 million in cash following the completion of, and contingent upon, the Company’s previously announced acquisition of all of the outstanding stock of Greater Media, Inc. (“Greater Media”).
The planned divestiture of the four Charlotte stations reflects Beasley’s previously stated intention to divest certain radio stations in order to comply with FCC ownership regulations. Beasley intends to use the net proceeds from the sale of the four stations to reduce the borrowings required to complete the Greater Media transaction.
Pursuant to the terms of the agreement, Entercom will acquire WBT-FM, WLNK-FM and WBT-AM, all of which are currently owned by Greater Media and held in trust pending the completion of Beasley’s acquisition of Greater Media. Entercom will also acquire Beasley’s WFNZ-AM in Charlotte and an FM translator. In addition, Entercom will begin operating WBT-FM, WLNK-FM and WBT-AM upon the closing of Beasley’s acquisition of Greater Media pursuant to a time brokerage agreement.
The sale of the four Charlotte stations, expected to be completed later in 2016, is subject to FCC approval and other regulatory approvals, the closing of Beasley’s acquisition of Greater Media and other customary closing conditions. Michael J. Bergner of Bergner & Co. served as the broker in the transaction.
On July 19, 2016, Beasley and Greater Media entered into a definitive merger agreement whereby Beasley will acquire all of the outstanding stock of Greater Media for an aggregate consideration of approximately $240 million, subject to adjustments. Under the terms of the agreement, Greater Media shareholders are expected to receive approximately $100 million in cash and approximately $25 million in shares of the Company’s Class A common stock (at a fixed value of $4.61 per share). In addition, shareholders of Greater Media will receive the net cash proceeds from the sale of its tower assets, estimated to be approximately $20 million. Beasley will repay approximately $82 million of debt of Greater Media. Excluding transaction costs, Beasley’s acquisition of Greater Media is expected to be accretive to Beasley’s operating results (inclusive of expected financial and operating synergies and the divestiture of the Charlotte stations described above) following the expected closing later this year.
